Shifting Shadow
by PrelateZ
Summary: An injured unicorn finds himself in the Everfree Forest, with no knowledge of who he is or what he is doing there. The only clue he has is a picture of some sort of library within his saddlebag. Meanwhile, a secretive organization known as the Nocturne begins preparing for a long-awaited attack; their greatest concern at the moment is their missing scout...
1. Intro

Shifting Shadow: an MLP:FiM fanfic by PrelateZ

Introduction

"Where am I?"

He looked all around, trying to remember what had happened to get him in this condition. He woke up on the ground, along the steep slope of a hill. He felt a dull pain in his forehead, as if he had hit something hard. The tree directly in front of him confirmed his guess, marked by a near-circular dent in the rough bark and a small stain of what he assumed to be his blood.

A small pool of water lay at the bottom of the hill, probably from a recent rainstorm. He walked slowly down to the still water for a drink, pausing to check his reflection for further clues of what had happened to him. His body was covered in dirt; parts of his dark mane stuck out at odd angles, held in place with dried mud. He noticed a saddlebag at his left side, the same side on which he had been laying. Surely, whatever was in it could not be in one piece now, but it may provide some information about where I am, he thought. "Better yet, who I am." Opening the bag, he found only a few blank sheets of paper, a pen, and a picture of a large tree labeled as a library. Was this where the unicorn was going, or perhaps where he had come from? And where exactly is this place?

The unicorn could not remember anything: his past, his reasons for being in this forest...nothing at all. "Must be the head injury," he thought aloud. "I'll remember in time, just wait a while."

Washing himself off in the pool, he discovered many small cuts and bruises all around his body. None of them were serious, but the great number of them implied that the unicorn had gone through much to get to his current state. He could walk; that was enough for now, and he would put that ability to use before another fall took it from him.

He decided then to begin walking in search of shelter, or at least a helpful traveler who could direct him to one. The forest was darkening quickly, hindering the already-weakened unicorn further. "Fantastic," he thought, again out loud, "lost in some forest with no food, no clue who I am, where I'm going or why." He continued to walk in a somewhat straight line between the trees.

About twenty minutes later, the sound of rustling leaves brought him back from his thoughts. Who or what could be following him could only be guessed. If it knew the unicorn, he certainly did not know it. Bracing himself for whatever would soon reach him, he turned to face the threat directly.

The equine creature stood only a few feet away. A dark hood covered its face, leaving only the mouth visible. By its relaxed stance and breath, it appeared to the unicorn that it was not planning to attack. _Best be cautious, though, _the unicorn thought.

"You should beware when walking here at night. Many creatures lurk here that would freeze you with fright."

"Who are you?" the startled unicorn asked in response. "Why were you following me?"

The hooded figure turned around. She (the unicorn could easily tell her gender by her voice) gestured for him to follow. "Come with me, and we will speak in my home. This place is perilous at night to roam."

The unicorn paused for a moment, considering her words. Since he could find no reason to argue, and having already heard the cries of many creatures he did not want to meet, he quickly caught up with the strange mare.

The forest seemed to grow darker by the minute. It was difficult to follow the hooded mare, as she seemed very familiar with this part of the forest and easily stepped over every rock and root along the way. The unicorn stumbled across each obstacle, marveling at how the mare had gotten over them as if they did not exist.

He continued to follow the hooded mare along a sort of path, a trail of grass and dirt that had been trampled flat over time. Stars could be seen overhead as the trees were not so thick here. The path led to a small open area of ground, and in its center stood a great, twisted tree that must have been the home the mare mentioned earlier.

"Please, come inside and rest a bit," the mare said as she approached the door cut into the tree's trunk. "I see your head has taken quite a hit."

"Umm...thank you," was all the unicorn could offer, shocked by the kindness and hospitality of this unknown friend. He stepped inside and glanced around the hut. A large cooking pot boiled in the center of the main room. A few masks hung from the walls and ceiling, while most of the shelves lining the rest of the walls were filled with many-colored vases, wood carvings, and other objects. The whole room smelled of some exotic scent he could not guess.

The mare had removed her hood and was now hunched over the cooking pot, mixing some bizarre liquid. She poured some of it into a bowl and placed it in front of the unicorn, then dashed to some shelves, taking back with her a roll of bandaging and a jar containing some type of paste. As she dressed his wounds, he used the new light to his advantage and took a close look at his hostess.

Her fur was a light gray color, striped from head to tail with black, as was her white mane. She wore a gold ring on each ear, a gold choker, and a gold brace on her right foreleg. Her flank was adorned with a spiral symbol, surrounded by small triangles. The zebra turned to her guest, fixing her dark green eyes on him and smiling warmly as he drank his soup.

"There, now rest here, my friend. Your injuries will all soon mend."

The unicorn, too tired to argue, made his way to the blanket set aside for him. Hardly aware that he had not properly thanked the zebra for her offer, or even bothered to ask her name, he was fast asleep in seconds.


	2. Chapter 1

Chapter 1

By the time the unicorn woke up the next morning, the zebra had prepared another meal and was packing several small bundles into a saddlebag. She noticed her guest was awake and nodded in his direction. "Good, you are awake, my friend. And your wounds are fast on the mend."

"Yeah, I feel much better. Thank you, umm...oh, I never did get your name."

"Zecora is my name, but yours I do not know. That is why we must soon be ready to go."

The unicorn heard little beyond the mare's name. He continued to eat his soup in silence, trying to remember something, anything. With his head recovering, he should start to regain his memory, but nothing came to him. _It should be fine, _he thought, _just a bit more time and I'll know exactly why I'm here._ Even in his own mind, he did not sound confident.

"Are you ready to leave yet?" Zecora asked as she finished packing a second bag. She noticed the gray unicorn's confused expression, and realized she had not yet told him of her plan for today. She laughed at her own mistake. "Oh, of course, how could I forget?"

"What? Where are we going?"

"To the nearby town of Ponyville. Meet a few good friends of mine, we will."

Friends? Maybe one of them knew who he was, or could help him find a way to remember. Suddenly feeling very hopeful, he put on the second saddlebag and joined Zecora at the door.

The two trotted down the forest path at a leisurely pace. Though the sky was free of clouds, the path became covered with a thick mist as it trailed away from the clearing. Still, it was far better than it had been last night, and the obstacles along the road were very easy to find and avoid.

"Where are we going?" he asked, "I can't see anything."

"Meet a friend of mine, we will, who lives just beyond this hill."

"A friend. I see."

The trees and mist abruptly ended at the base of the hill. The open area now before the pair of travelers shone in bright daylight, and still not a single cloud could be seen overhead. Many birds were singing in one large tree, directed by the motions of the mare facing them.

Her fur and wings were a light yellow color. Her long, pink mane covered most of her face from view. On her flank was a mark resembling three pink and cyan butterflies. She flew around the tree, encouraging the birds and warning those who sang too high or low. Her voice was barely above a whisper, inaudible over the birds.

Zecora waited for the birds to fall silent before approaching. "Fluttershy, what a wonderful song. To hear such music again, I have waited too long!"

"Umm, thanks, Zecora. You could visit more often, if you wanted to."

"Perhaps another time, I might. But first, see whom I met last night." With this, Zecora stepped aside and left the unicorn facing Fluttershy.

The two locked eyes for only a moment, then simultaneously fell back as if to hide themselves. After a pause of several seconds, the yellow pegasus looked out from behind her wings to meet Zecora's new friend.

The unicorn found himself paralyzed, unable to do or say anything. _What's going on?_ he thought, _Why can't I talk to her? There's no way I could be—"_

"Well, say something!" one side of his mind screamed. "Don't just stand there, talk!"

Fluttershy was the first to speak. "Um, hi. I'm Fluttershy. It's nice to meet you..." her voice trailed off and she flinched back a bit, as of afraid of the conversation and the unicorn's possible response.

"Hi, I'm..." It occurred to the unicorn that he didn't know his own name. He also fell back a step. "Actually, I really don't know who I am. That's why we came here, to find somepony who could help me remember."

The two continued to stare at each other for a while, neither of them willing to speak. Zecora, sensing this conversation might last all day with no results, came back between the other two. "Perhaps the library will hold the key. Now, if you please, follow me." She set off down the path, past a sign that read "Ponyville" in faded white lettering. The other two exchanged glances before rushing to catch up to Zecora.

The three travelers followed the path over another hill. On the other side, a town was visible. Zecora turned to face the gray unicorn, "We have reached Ponyville, finally. Now, to find the library."

"What will we..."

"Hi! How are ya?"

This voice was unfamiliar to him. He looked past Zecora to find a pink pony who had suddenly appeared in front of the travelers. She bounded around Zecora and Fluttershy, greeting each with a simple "Hi!" before landing barely a hoof's width from the unicorn's face.

"Hi there! I'm Pinkie Pie, who are you? I don't know you, so you must have just shown up here! I can tell; I know everypony in Ponyville, so I know a new face when I see it. Have you been to Ponyville yet? Oh, of course not, why else would you be all the way out here if you weren't looking for the town? So you met Fluttershy and Zecora? They're nice, but there are lots of others all over town. I can't wait to introduce you to everypony!"

Zecora stepped in and spoke, "Calm yourself, Pinkie dear. Let us explain why we..."

Pinkie Pie would not be stopped. "Oh! I know! We should throw a party! That would be a great way to welcome you to Ponyville! Everypony'll be invited. I'll bring cake, balloons, and a really big banner that says, 'Welcome' umm..." She stopped and faced the unicorn again. "Hey, what's your name?"

"What?"

"Your name, silly! What does everypony call you?"

"Oh, well, you see, I really don't know. We came here to find help..."

"I know! We should go to the library! I sure Twilight has a book somewhere that can help you! Follow me!" With that, she turned and hopped off toward Ponyville; her mane and tail, slightly darker than her fur, bounced along with her as if they were nearly weightless. Watching her, Zecora shook her head and laughed softly. She gestured for her friends to follow, then headed down the path to town.

The unicorn turned to Fluttershy. "She's throwing a party for me? What did I do?"

"You don't have to do anything. Pinkie Pie throws parties for every visitor to Ponyville, or whenever she feels like it. It's pretty common."

"You don't seem too excited about it."

"Oh, I am excited. The party will be as great as always... but first we have to get you to the library."

The three travelers (Pinkie Pie seemed to have vanished during the conversation) had reached the town of Ponyville. As they walked down the main road, named Stirrup Street by a wooden sign at the town border, the unicorn was surprised by the sudden change in atmosphere. The forest had been quiet and peaceful, but the town was filled with sound and activity. Ponies hurried in and out of shops, argued over the price of various goods and objects, and trotted up and down every street. Many seemed to be preparing for an event of some sort. _Pinkie Pie sure works quickly, doesn't she?_ the stallion thought as he looked all around for signs of the building he found in his saddlebag, the library of Ponyville.

Zecora looked back to the others. "Right this way, my friends. This is where our journey ends." She had stopped and turned to face a large structure built into a tree. The place had few decorations, save a lantern hanging over one of two balconies, and a small weathervane. The front door presented an image of a burning candle, and a sign just outside the entrance pictured an open book. The gray unicorn held his breath as he recognized the place. This was the building in the picture found in his saddlebag; this must hold some clue to who he is, and why he was in the forest last night.

Fluttershy noticed the unicorn's sudden excitement. "What is it?" she asked.

"I had a picture of this place in my saddlebag last night. This is important, but I don't yet know how, or why."

The door opened at that moment, and out stepped a pale purple unicorn. Her mane and tail were mostly blue, with one rose-colored streak and one of a dark violet hue. Her eyes, also violet, brightened further when she saw her friends. "Fluttershy, Zecora, it's great to see you both! What brings you here?"

"Well, Zecora found this injured unicorn in the Everfree Forest. He doesn't remember who is he or why he's here, so we brought him to find some help."

Fluttershy and Zecora parted to let the unicorns meet. The purple mare was the first to speak. "Hello there. I am Twilight Sparkle, apprentice to Princess Celestia and librarian of Ponyville. It's a pleasure to meet you."

"Thank you."

Twilight led the others into the library as Zecora explained last night's events in detail. The shelves were filled completely with books of all sizes and colors. Many of the titles on the spines were too faded to make out. Twilight seemed to know exactly where to look, though, and she quickly narrowed her search to a low shelf. "Let's see now...remedies for amnesia would be somewhere around...here!" she exclaimed as she pulled a large, red book out.

Rather, she used her magic to pull the book out, her horn glowing a brilliant violet light. As the book floated toward a small desk on the opposite side of the room, Twilight thought of another way to help the gray unicorn regain his memory. _If we can get him to use his magic, maybe that will trigger some of his memories and help find out who he is._ She decided to test that theory tomorrow. Bringing the gray unicorn over to the desk, she opened the book and began looking for the amnesia remedy. "We should be able to get the ingredients from the marketplace, and anything else will most likely be..."

"Hi, everypony!" Pinkie Pie had suddenly appeared in the room, bouncing around the center table. "Just coming to bring you all to the party!"

Twilight looked up from the book. None of the windows or doors were open, yet Pinkie had managed to get in. This was hardly a surprise, though. "Pinkie Pie, we're a bit busy right now, so can you wait until I finish? I'm trying to help our friend here."

"I'm helping him too," the pink mare replied as she pushed the two away from the desk and toward the front door. "He can't miss his own party, can he?" Soon all four ponies were outside, following Pinkie Pie down the road. "Come on, everypony, it'll be fun!"

"Of course it will," the gray unicorn said in a dull monotone, just quietly enough that Pinkie Pie was the only one out of earshot. "I just can't wait to get started."


	3. Chapter 2

Chapter 2

"Here we are, everypony! Sugarcube Corner!"

Pinkie Pie had led the other four ponies across town and stopped in front of the location of her latest party. The whole place appeared to be made of sweets: icing decorated the walls and ran all around the chocolate-colored roof; the entrance, including two posts striped with white and pink, was similarly decorated. Topping the structure were two more levels that resembled cupcakes, complete with three great candles.

The gray unicorn reluctantly followed the others into the building, where a great number had already started enjoying the party. Music played throughout the place, but it was drowned out by the many conversations all around. Some were absorbed in the latest gossip, mainly the new arrival to Ponyville and the fact that nopony knew at all who he was. A group of colts ran beneath tables of food and shouted threats at imaginary pursuers.

"Oh good, they haven't cut the cake yet!" Pinkie pie dragged the guest if honor to the table holding the many-layered cake, passing him a knife. "Oh, I can't wait! Here, you get the first piece, then I'll introduce you to everypony."

Forming his plan quickly, the gray unicorn waited until Pinkie was busy cutting the cake for the growing line of guests, then quietly slid away from the table and returned to the group he had arrived with. They were talking with a few other mares, who turned to greet him. The first to speak was an orange mare, removing her hat and shaking free her yellow mane. "Howdy! Mah name's Applejack, pleasure to meet ya," she said as she extended a hoof to the unicorn. He returned the gesture and shook as a white unicorn approached him from the back of the group, flipping her indigo mane in a dramatic display.

"Well hello, darling! So nice of you to come to our little town. You seem to be fitting in quite well and..."

"Hey! Hold on, Rarity!" cried a voice from just above the two unicorns' heads. A cyan pegasus descended in front of the pair. She, too, shook her rainbow-colored mane about, though it seemed she was merely using the move to mock Rarity. "I was just about to come and greet him when you interrupted me again!"

Twilight came forward to break them up. "Girls, please just calm down and try not to scare our friend away with another one of your fights." She turned to the gray unicorn as the other mares took a step back and away from one another. "This is Rarity," she said, pointing to the white unicorn, "and this is Rainbow Dash." The pegasus looked away, taking one moment to shoot a cold glare at Twilight and Rarity.

_What have I walked into?_ the gray unicorn thought, but before he could find an answer to his question he was met again by Pinkie Pie. She had finished cutting the cake and was ready to talk the poor unicorn into submission once more.

"Hi again! Aww, you met the others already? I was about to bring them to you while you enjoyed the rest of your cake, but now that you all know each other, we can get right to the games! What games do you like? We have 'em everywhere: we could bob for apples, or put on some music, or..."

The gray unicorn no longer heard her. He was hardly enjoying the party, and was focusing on finding a way to get out of it. He closed his eyes and shut out everything around him, directing all his thoughts on getting out, getting away from the noise and confusion. Unable to see, he didn't notice his horn beginning to glow a faint white light.

Pinkie Pie kept talking, oblivious until she realized she was now talking only to herself. There was a brilliant flash of light, and the gray unicorn was gone. She turned to Twilight for an answer. "Alright, I'll go find him," the purple mare replied after a moment's pause. "He couldn't have gone far, right?"

* * *

><p>The marketplace in Ponyville was filled with activity. Even with many attending the party and other events, shopkeepers were kept busy by a near-constant stream of customers. Rows of booths sold fruits, vegetables, and various baked goods, among other items. Near one booth, this one selling cherries, two mares were talking as they waited for the others in line to decide on a fair price for the fruit. A mint-green unicorn lounged on a bench as she spoke. "Come on, Bon Bon, was it really that bad?"<p>

The cream-colored pony beside her shook her head. "Of course it was, Lyra! Now we have to pay for all the cabbages _and_ repair the stand!"

"It was a joke! Nothing bad should have happened, and nopony knew Scootaloo was coming down the street at the same time. It was totally accidental, I promise."

"Alright. Well, we can get started by..."

The conversation was stopped as something fell atop the mares. They struggled to get up and found a gray unicorn between them, pressing a hoof to his head and swaying slightly. Neither of them knew who he was, but they did know how he arrived there. Just a few months ago, they had seen Twilight Sparkle practicing her teleportation spell, and guessed this unicorn had failed his.

Lyra picked him up. "What was that for? Can't you watch where you're going?"

"What?" the gray unicorn looked around. "Where am I?"

"Ponyville's market, of course. You teleported here and _fell_ on me and Bon Bon!"

Bon Bon came to calm her friend down. "Easy, Lyra. He asked where he was, so I don't think he tried to fall on us. Maybe he's lost."

The gray unicorn recovered enough of his wits to respond. "Yeah, I was at a party at this bakery. I remember thinking I wanted to leave...I don't know what happened, but now I'm here."

Now Lyra was confused. How had this unicorn used magic without knowing about it? "Wait a second; are you the one Pinkie is throwing that big party for? The one Zecora brought in from the Everfree Forest?"

"Um...yes, that was me."

"Well, what are we doing here? We have to get you back to the library, right? Pinkie Pie told us you were trying to find your memory."

"No, not the library. I think Twilight was at the party."

"Cool. Let's all go, then. We can get our fruit later. Alright, follow me!" With that, she and Bon Bon led the gray unicorn through the marketplace to the center of town.

* * *

><p>"Are you sure you know where he is, Pinkie?"<p>

Twilight Sparkle and Fluttershy had agreed to let the pink pony lead them to their missing friend. The three seemed to go in random directions, doubling back on their path more than once. They had gone all over Ponyville and now stood outside of the town hall. What was going through Pinkie's mind was anyone's guess.

"Of course I know, Twilight! My Pinkie Sense is never wrong, and it tells me to go..." she stopped for a moment and looked down each street. Lyra and Bon Bon were heading toward the group, with the gray unicorn between them. "This way! I told you I'd find him, didn't I?"

She hopped the rest of the distance between the two groups and was about to speak again when Twilight caught up. "Hello, girls! Thanks for finding our friend for us. I had no clue where he could have gone. You saved us quite a bit of time."

"Actually, Twilight, he found us," Lyra corrected, still sore from her meeting with the strange unicorn.

"Well, whatever happened, I'm glad nopony got hurt. Now, we have to get back to the party, then to the library. Would you two like to come along?"

Bon Bon shook her head. "Sorry, Twilight, but Lyra and I were going to the spa later, and I had planned to buy some cherries to go with dinner tonight, before your friend, umm ...dropped in."

"Dropped...oh. I see." Twilight had the same problem when she was learning to teleport. She had miscalculated the distance to her target and ended up falling into a patch of roses. The memory was not a pleasant one. "Alright. Enjoy the rest of your day, you two. I hope to see you again soon."

Pinkie Pie led the others back to the party, again in a way that seemed to make the trip much longer than it had to be. By the time they reached Sugercube Corner, most of the guests had left, and the few that remained soon thanked Pinkie Pie for inviting them and left as well.

A small portion of the cake was left on a table; three others had been tipped over, probably by the colts who were running around beneath them earlier. Completely ignoring the mess, the pink pony bounced across the room and looked back to her friends. "Thanks for coming, everypony! The party was fantastic! Sorry you couldn't stay the whole time, but we still had fun, right?"

The room took several hours to clean, but the task gave the gray unicorn plenty of time to think about what had happened earlier. He could use magic, and it must be powerful magic indeed to carry him so far! He remembered the library that morning, and the book Twilight had moved. _I should ask her about that once we're back at the library_, he decided. It was at that moment that Rainbow Dash spoke up. "So have we decided where you'll be staying tonight?"

It took a few seconds for the unicorn to realize she was talking to him. "Umm...no, I haven't. Do you know where I'm staying?"

"I dunno. Can you fly?"

Twilight stepped in front of the cyan pegasus. "There's an inn nearby. You can stay there. You're okay with that, right? Until we figure out something else, that is."

"Yeah, I'll be fine there. Thanks for the advice. I just need to get the bag I left at the library."

"One of us can go with you to help explain the situation." She turned to face the other four mares. "Are any of you busy?"

"Terribly sorry, dear, but I'm up to my neck in orders at the boutique."

"Ah promised Applebloom ah'd help her and the Crusaders tonight."

"Sorry, Twilight. I don't think the Cakes would like another guest right now."

"Um...I'll go with him."

Twilight was surprised at the last statement. "Fluttershy? Well, if that's okay with you, go on ahead. We'll finish cleaning up here."

"Oh, thank you. It shouldn't take long; the inn's just on the other side of town."

Fluttershy led the gray unicorn out of the bakery and toward the main road. The sky was darkening quickly, and many of Ponyville's citizens were heading home, leaving the streets quiet. The unicorn paid little attention to the world around him as he walked, absorbed as he was in his thoughts. He would definitely try to learn more from Twilight about magic tomorrow, and see what else he was capable of.

Some time later, the pair arrived at a two-story building almost adjacent to Ponyville's spa. A sign depicting a bed was hanging above the door, which soon opened to reveal a mint-green unicorn. Lyra immediately recognized Fluttershy and the unicorn who had fallen on her earlier, and could guess their reason for coming. "So, looks like your friend needs a place to stay, huh?"

Fluttershy flew up to the door, landing silently in front of Lyra. "Yes, he does. Um, how much does one night cost?"

"Oh, don't worry about that. For everything that's been going on, I think we can let him stay a while free of charge."

"Oh, thank you, Lyra. Okay, I have to go. I've been away from home most of the day, and I'm sure Angel's hungry. Bye, Lyra." The yellow pegasus stepped back outside and started down the road.

"When is he not hungry?" Lyra laughed. "Alright, bye now, Fluttershy!"

Lyra closed the door and started down the short hallway beside the staircase. "Take any room on the upper level. Mine is right down here. If you need anything, just ask."

The gray unicorn looked up the dimly lit stairs. "I will. Thank you, Lyra. Oh, and sorry about earlier today. Are you feeling better?"

"Yeah, I'm fine. Now, get some sleep; you must be tired after the party and all. Good night, see you in the morning," she yawned as she magically closed the bedroom door behind her.

"Good night." He walked up to the second level and entered the first room to his left. Wondering what he might learn of himself from Twilight's remedy tomorrow, he turned off the room's lamp and fell in a heap on the bed.


	4. Chapter 3

Chapter 3

He rushed down the dark stone hallway, stumbling more than once on depressed stones in the floor. The torches lining the corridor were dimming, reducing the frightened earth pony's vision even further. His mistress had summoned him, had said it was urgent. _It must be about Umbra,_ he thought. _He never reported back!_ The mistress was often calm and reasonable during discussions with her soldiers. One thing she did not tolerate, however, was missing reports, especially so close to the invasion. Whoever had to explain the problem to her in detail...

He stopped at the entrance to his mistress's chamber and paused to pull a charm from his pocket, a symbol believed to bring good luck to the wearer. Taking a deep breath to steady himself, he knocked on the wooden door. It was immediately opened by a large pegasus, coated in black armor emblazoned with a white crescent moon symbol. The guard stepped aside and allowed the soldier to enter.

Like the rest of the complex, this room was built of stone, hidden from prying eyes deep below ground. The only light anywhere came from torches lining the walls, most of them flickering and weakening as the day neared its end. This room was more brightly lit than the rest, for the torches at each corner were burning healthily. At the end opposite the door sat a white pegasus, flanked by two more guards. This one was much smaller than the guards, but the earth pony had no doubts about her strength; she had proven it many times against soldiers delivering news much like she was about to hear.

He cleared his throat as the pegasi fixed their eyes on him. "My lady, I bring troubling news regarding one of our scouts."

"Yes, so I have heard. Explain."

"Yes, my lady. Umbra, the one you sent to Ponyville, was ordered to send us a report one day after his arrival, explaining how likely the town would be to join us or, if needed, fall to us. He should have gone through the town and been on his way back by now, but there are no signs of him for miles. In the worst case, we believe he might have been captured."

"Captured?" The pegasus's eyes flared. "Do you know what this could do to us?"

"Yes, my lady. If he is not found..."

"He could expose us! Lay bare our plans! Celestia would know our intent, and we would be stopped before we ever got near Canterlot."

"My lady, if I might..."

"I'll send another to Ponyville and find him," the white pegasus snapped. "Our fastest flyer. I don't care what it takes; we need Umbra found and brought back here, before anything happens to him that will endanger us all."

The earth pony before her cleared his throat as he slowly stepped back out the door, never taking his eyes off the mistress and her guards. "Yes, my lady. And what do you need from me?"

"You can go tell the others not to worry. I'll soon have this under control."

The door was closed and the room fell silent once more. The white pegasus ran a hoof through her indigo mane as she considered this development. If Umbra was captured, she would have to work quickly to even have a chance in the invasion. Before long, Celestia would be able to mount a defense, and no creature stood a chance against the magic of Equestria's ruler, not when so much is at stake for her. She turned to address her guards. "I wish to be left alone. Go get yourselves some dinner or something."

The guard pegasi exchanged glances with each other as they exited the room. Certainly, the mistress was safe within the underground complex, but she still wanted to be surrounded by guards most of the time. "Just as a precaution," she had said, but never described what the precaution was against. Ever since she disappeared from Cloudsdale and changed her name, Nightshade was "cautious" to a point that bordered on paranoia. It seemed she always expected something to attack her when she wasn't looking. To want to be alone now was out of character for her. Something must be troubling the mare deeply. Still, Nightshade had proven to be an effective leader. Since she took hold of the Nocturne, its ranks grew to over two hundred, all of them well-trained and provisioned for the assault on Canterlot. They outnumbered the royal guard, according to their informant in the castle, and possessed a map showing exactly where in the castle Celestia would be. After hundreds of years as a small group of rebels, the organization now had a solid chance at victory. That is, until Umbra went missing.

However threatening that news was, it would soon be resolved. Wherever Umbra had gone, he could never escape the grasp of the Nocturne. The cunning pegasus knew exactly who to send to Ponyville; an old friend who owed her a favor, the most talented flyer in all of Equestria.

* * *

><p>The gray unicorn woke up to the chirps of birds at his window. The sun had barely risen, but sound could be heard downstairs. <em>Lyra must already be up<em>, he thought as he slowly made his way down to the ground floor of the inn.

Lyra was busy making a salad, throwing in each ingredient while she used her magic to control a pair of wooden forks. The mint-green unicorn cast a glance at her guest while she finished mixing the bowl. "Good morning. You want a bite to eat before you head out?"

"That's for me? Oh...yes, I would, thank you."

"No problem. Just common hospitality, right?" Lyra passed a smaller bowl of salad over and packed the rest into a picnic basket. "I'll be going soon too, so get your stuff out of your room before I lock up, okay?"

"I left it at the library yesterday, before the party. It's still there, I think."

"Okay then. Let me just pack the rest of my lunch and we'll go."

Lyra took the picnic basket, and a checkered red-and-white blanket, and left the inn with the gray unicorn, magically locking the door and bringing the key to her saddlebag. The two separated at the fountain they passed by yesterday. Ponyville was already active, its streets filled with residents, travelers and vendors going about their daily routines. Birds could be heard chirping in the distance, and the sky was clear today.

The gray unicorn knew his way back to the library, or at least to Sugarcube Corner, and either place was likely to hold his belongings. He wasn't sure where exactly he had left them, but that was not his main concern. He still didn't know who he was, or why he was heading to Ponyville before waking up in the forest. Twilight Sparkle should have something ready by now that can help him. With luck, he would soon remember everything.

The door of the library burst open just as the he was about to open it, sending him tumbling back a few steps to avoid crashing into Twilight Sparkle. Both soon regained their balance, and Twilight held up a flask containing a bright blue liquid. "Ah, you're already here. That saves a bit of time. I was about to go over to the inn and give you this," she said as she passed the flask to the gray unicorn. "If I followed the recipe correctly, it should help with amnesia and other side effects of head injuries. I haven't had the chance to use it yet, so I'm not yet sure it will work."

"I'm a test subject now. Yay." The gray stallion slowly drained the flask, recoiling at its taste. "Delicious," an obvious lie, "but it could use a bit of sugar."

"Maybe next time," Twilight replied. "Now, I'm going to the spa with Rarity for a while. I'll be back later today to see if that remedy worked. You can stay here if you want; I'm not expecting any visitors, and the library is closed today."

"I'll do just that. Thanks, Twilight."

"You're welcome, and thank you for coming here yourself. Now that I'm fifteen minutes ahead of schedule, I think I can manage a trip to the market." the purple mare turned and trotted down the street, bringing a scroll up beside her and checking off the first item on a long list.

The gray unicorn stepped into the library and quickly found his saddlebag, lying on the table he'd left it on the day before. Everything was still there, packed hastily into the bag. He had just begun fitting it on himself when he heard claws scratching the floor. Looking up, he saw a small, purple dragon making its way down the staircase, yawning as it noticed the gray unicorn. "Oh, so you're the one Twilight was talking about. Nice to meet you. I'm Spike."

"Well, it's nice to meet you, too, Spike. I wish I could introduce myself, but we'll have to wait for whatever Twilight gave me to work. So, what are you doing here? Isn't this Twilight's home?"

"Yeah, but it's mine, too. We were both sent to Ponyville so Twilight could help out with the Summer Sun Celebration. Princess Celestia found us a place to live that's perfect for Twilight, full of books and scrolls. I help with carrying items, cleaning the library, practicing new spells...anything I can do."

"You're pretty busy, then. I think I'll just look around the library a bit, if that's okay with you, Spike."

Spike took a seat at the table, flipping a blue gem into the air and catching it in his mouth. "Mmm...sapphire." He then picked up a large ruby and took a bite out of it, using the rest to point at a shelf to his left. "You should try those books first. They list every major city in Equestria. Maybe one of them will sound familiar to you while that remedy sets in."

"Good idea. Thanks, Spike."

The gray unicorn pulled a book from the shelf Spike pointed out and began skimming through the pages. Cloudsdale, Canterlot, Appleoosa...none of them sounded the least bit familiar. It would probably take some time before the remedy took full effect, assuming it would work at all. Another idea came to him; Twilight Sparkle and Lyra had both been able to move objects with magic, something that seemed to come naturally for them. _Maybe this will help..._

"Hey, Spike. You said something about magic earlier. All unicorns can use it, right?"

"Of course they can. Most just use it to move things around for them, but some have spells that are focused on their talents. Rarity uses hers to dig up gems for her dresses. She goes out for a day and comes back with a wagon piled with rubies, emeralds, topazes..." Spike snapped back to attention, forgetting his hunger for a moment. "So yeah. You should be able to use it without any trouble. Why do want to know?"

"Well, I thought if I started using magic that I had before, it would bring back some of my memories. That remedy Twilight gave me should also help."

Spike was surprised at the gray unicorn. Twilight Sparkle had said exactly that last night while preparing the amnesia remedy. "Um, sure, I'd be happy to help. But now we've wasted a lot of time talking, and I have to get started on my work for the day." He unrolled a scroll, the other end coming to rest on the ground. "First," he read, "dust the bookshelves, then sweep the floor. If you want, you can practice moving objects around with this broom."

The two began with the shelf in front of them, Spike doing his best to tell the unicorn how to use magic. Concentrate on the target, he explained, and imagine it floating, then it would be easy to make it move in other directions just by thinking about it. After a few tries, the gray unicorn finally got a feather duster to hover in front of him. Within ten minutes, he was sweeping across bookshelves, controlling the duster easily. One slip nearly sent a vase to the floor, but was suddenly stopped just above the floor, now bathed in a white, magical light.

As the day went on and the many tasks were completed, the gray unicorn learned how to hold objects as easily as he would with his hooves. Still, it was nearly midday, and he knew nothing more about his identity than when he woke up that morning. Maybe the remedy had failed to work after all; he would have to talk to Twilight about some other solution when she returned.

The sun had just passed its highest point in the sky when somepony knocked at the door. "The library's closed today!" Spike announced as he approached the door. "Sorry, but you'll have to come back..." he paused as he saw exactly who was at the door.

"Spitfire! What are you doing here?"


	5. Chapter 4

Chapter 4  
>"Spitfire! What are you doing here?"<p>

The golden mare was quick to reply. "Hmm...no squeal, no asking for autographs, gets right to business. Good work there. I just came to ask if you and Twilight have seen somepony recently. A friend of mine is looking for him."

"Really? Must be important to send the Wonderbolts after him. Maybe he's a celebrity? Who could he be..." Spike tapped his chin as he became absorbed in his thoughts.

Spitfire put a hoof on the dragon's shoulder to stop him from getting too carried away in this. "Actually, it's just me. Repaying a favor, that's all. Anyway, he's not famous. His name's Umbra; he's a gray unicorn with a dark mane and...wait a second." She looked behind Spike and saw the gray unicorn levitating a stack of books across the circular room. "Hey Umbra! What are you doing?"

The stallion turned to her with a confused expression. "Um, hi. Do I know you?"

Spitfire was stunned. "Do you...not remember me?"

"Not at all. Should I?"

The three sat down at the table. The gray unicorn explained to Spitfire everything that had happened in the last three days since he woke up in the forest. Spike confirmed it with what Twilight Sparkle had told him the day before, and both waited for the Wonderbolt captain's response. Spitfire adjusted her goggles as she considered this.

"Okay, so you don't know anything about yourself, why you were in the forest, or why you knew about the library." The gray unicorn nodded. Spitfire sighed. _Great, now what do I do?_ "Well, to start, your name is Umbra. You were sent here on a very important assignment, and my friend has been waiting days for you to contact her about it. She's been worried something happened to you, and decided to send me looking around. Neither of us expected this."

_Umbra. My name is Umbra._ The name sounded right somehow, the unicorn thought. "What should I do? I still don't know what this assignment is."

"I don't know. All I was told was to find you. Hmm...you should wait just a bit longer, see if you can get your memory back. Just don't hit your head like that again and hope you can remember in time." Spitfire exited the library and stretched her wings. "Spike, good to see you. Don't tell Rainbow Dash I was here, okay? I already told her I had to prepare for the race so I couldn't give her any tips, and she's one of my more..._determined_ fans. I need some peace and quiet when I reach Cloudsdale." She leaped and began flying toward the cloud city.

"Goodbye, Spitfire!" Spike waved before the mare disappeared from view.

* * *

><p>"No, no, no...this is terrible!" Spitfire thought to herself as she sped through the clear afternoon sky toward Cloudsdale. "He doesn't remember anything? At this rate, he'll never be able to report back in time! What'll I tell Nightshade? That mare's crazy. She'll lose it if she hears what happened to Umbra. Oh, why did I agree to this?"<p>

The city of pegasi appeared in the distance, the cloud-formed buildings rising higher than any surface structure could. This place was normally accessible only to pegasi and other winged creatures, but some had used magic or hot-air balloons to reach it before. The winds between the buildings could sometimes get strong enough to blow away most non-pony intruders, so birds tended to avoid the city. The only sound was the constant noise of the busy main streets, made louder than usual by an argument between two stallions that had collided mid-flight; they seemed very determined to prove exactly who had hit whom, neither wanting to admit his mistake. Spitfire heard them begin to speak louder, and use some more colorful vocabulary, before she moved on to her destination.

To her relief, nopony recognized her without her Wonderbolt costume, the insulated suit that protected the wearer from most weather effects. She had not stayed in any one place long enough to start getting noticed, making it all the way home without having to pose for photos or give signatures. It was actually quite a relaxing way to go about one's day; the flight team captain would have to do this more often, she decided. Now, all that was left was to wait for Umbra to get his memory back, however that would happen, and bring him back to Nightshade within a couple weeks to help with whatever the white pegasus had planned. Thinking her day's work done, Spitfire reclined on the cloud couch for a much-welcomed nap.

* * *

><p>"That was weird," Spike concluded as he closed the wooden door. "What did she mean by 'hope you remember in time?' Is there some big event coming up?"<p>

The gray unicorn had not moved since Spitfire flew off. He sat at the table and stared at a spot on its surface. "I don't know of anything happening soon. There is one thing, though," he said, breaking his stare from the table and standing up. "She called me Umbra, said that was my name. I don't remember anything specific, but that name just sounds...familiar. She must be telling us the truth. And if so, I wonder what the event was that she was worried about."

Spike walked over to pick up a book that had fallen to the floor, straining to reach the book's high perch on the shelf. "Try asking Pinkie Pie. She knows everything happening around here."

Umbra recalled the party Pinkie had thrown for him, and the two mares he fell on while trying to escape it. He didn't want to repeat such an incident. "Do we have any other options?" Spike did not respond, and had already begun walking toward the door. Letting out a defeated sigh, he followed the dragon outside.

* * *

><p>Sugarcube Corner was nearly empty, the majority of customers having just left with their orders. Pinkie Pie was wiping clean the countertop "A big event? There's nothing on my calendar except birthdays, but I don't have yours here, um...what did you say your name was?"<p>

"Umbra." the gray stallion replied.

"Umbra. Okay, now I just..." Pinkie paused. "Wait, I can't put it in here yet." She put down her calendar and pen, her smile diminishing for a moment. "I hope you remember your birthday soon, Umbra. I don't want to miss it, and you don't want to miss the party you'll have then!"

"Oh, I'm not sure about that. I couldn't even enjoy all of the last party. Such a shame you all had fun without me," the unicorn lied.

"Oh, right. You messed up a spell and accidentally left the party before you could play any games."

_Accidentally left._ "Um...yeah, that's what happened. I'm so sorry I couldn't be there, Pinkie. Maybe next time, alright?"

The pink pony's ears perked up at this. "Of course! Next time, it'll be bigger than ever! I'll make sure everypony in Ponyville's there to celebrate with us!" She was bouncing around the room in excitement, miraculously avoiding the ceiling fan with her cotton-candy mane. She finally landed back behind the counter, facing Spike and Umbra with a wide grin that unnerved the unicorn a bit.

"Well, Pinkie, it was...nice to see you again. I'll tell you my birthday as soon as I remember it, and we can get started on the preparations then. Bye now!" Umbra didn't look to Pinkie once as he said this, heading straight for the door before he could be drawn into promising another party he would give anything to avoid.

Pinkie waved them off, her flour-covered hoof leaving a cloud that soon settled on the once-clean countertop. "Okey-dokey then. Bye, you two!"

Umbra looked over his shoulder once to make sure Pinkie wasn't behind him. "She's... not so bad, I guess. A little overexcited, but it's growing on me."

Spike laughed at the unicorn's change in attitude. "That's how it is with whoever Pinkie Pie meets. Nearly everypony's friends with her for the same reason."

"I think I'm starting to see why. Now, we should head over to the spa soon. Twilight will want to hear what we've learned today."

* * *

><p>Torches lined the great room, their flickering flames casting eerie shadows that shifted across the stone walls. Nightshade had assembled all of her remaining soldiers to inform them of the current situation. She stood at the end of the room opposite the entrance, flanked by two black-armored guards. The white pegasus noisily cleared her throat and looked around the room, waiting a few seconds before those in front caught her gesture and warned the others to be silent.<p>

"Welcome, everypony. As many of you know, there has been some concern with one of our scouts disappearing. Some think that this is no major issue, and that we are in no great danger." Whispers ran through the crowd, none of which were loud enough for Nightshade to make out.

"I would like to point out some flaws in this argument. First, it is no ordinary scout we are missing. The unicorn Umbra was sent to Ponyville and told to report back on his findings four days ago. His disappearance means that he may have been captured. Now, with Umbra's magical abilities, it would be difficult just to track him when he doesn't want to be tracked, and capturing him is nearly impossible. Whoever managed this was powerful, possibly even Celestia herself; that alone could endanger us, as he would have no choice but to reveal our plans, and that would mean our end.

"Some may now wonder why Ponyville is of such importance to me. Surely, Canterlot would be my main concern, the home of Princesses Celestia and Luna. However, I wish to point out that Ponyville is home to Celestia's most powerful allies, the new wielders of the Elements of Harmony, the six ponies who defeated Luna during the Summer Sun Celebration." Another rumble through the crowd as they considered the news. "They may be the ones responsible for Umbra's disappearance, and if so, they could already be making their way here to stop us. The risk is great; we must prepare for a possible attack on the complex. I want all guards to remain attentive at all times. Pegasi will be sent out to survey the area for activity. No additional scouts will be sent to Ponyville, as I have a contact there who will search the town for us. Unicorns, you stay here; there is one more task I need you for. The rest of you can return to your usual duties. That is all."

The earth ponies and pegasi filed out of the great room. No longer in hushed tones, their voices echoed down the halls as they discussed the speech. Meanwhile, the unicorns all gathered around Nightshade, listening carefully as she unrolled the large paper outlining her latest plan for the upcoming attack.


	6. Chapter 5

Chapter 5  
>(Ponyville Library, the next morning)<p>

Spike yawned as he made his way into the main room of the library. This last night was much more restful than usual, owing to the extra pillow Spike had taken from Twilight's bed. She hadn't used the bed at all that night, choosing instead to stay up and talk with Umbra. The two unicorns had spent most of the night talking and reading, eventually falling asleep atop open books, amid piles of still more books left around the floor.

"Twilight..." Spike whispered as he gently shook the purple unicorn. "Twilight, c'mon, wake up."

Twilight lifted her head from the book and faced the dragon with one eye half-open. "Wha...Spike? What time is it? I was reading and..."

"It's dawn, Twilight. You fell asleep reading again. Now come on, you have to read this letter." Spike brought a rolled-up scroll to Twilight as she slowly moved to a cupboard in search of breakfast. "It's from Princess Celestia!"

Twilight immediately released her grip on a loaf of bread to snatch the scroll from Spike. Her magic held the scroll up and opened it in front of her.

"To my most faithful student, Twilight Sparkle," she read. "I have worrisome news to discuss with you. I feel a great power growing just miles from Ponyville, one that I cannot identify. I am coming to your library to speak with you in more detail. Please expect me soon after the sun rises, within about half an hour of receiving this message. Yours truly, Princess Celestia." She suddenly turned to Spike. "When exactly did you get this letter?" she asked, nervousness nearly breaking her voice.

The young dragon, too, now looked nervous. "Twenty minutes ago."

"What!" Twilight shouted, startling the nearby, sleeping Umbra into full alertness. "That means we have less than ten minutes until Princess Celestia arrives! Look around, this place is a disaster!" The frightened mare paced about the room. "We have to clear off these books, sweep the floor, water the plants..." she continued to list everything, however minor, she felt needed to be improved for Celestia's arrival. Spike set to work at once, shaking his head as he watched Twilight's mounting panic.

Umbra stepped over a pile of books, stumbling as Twilight levitated the books up into their shelves at the same moment he was atop them. She seemed not to notice, and moved on to the next stack of books. He made a few simple sandwiches and stood by the table, waiting for Twilight's excitement to fall a bit before saying anything.

Soon, the library was once again as it was the previous day, spotless, save the crumbs from the sandwiches being eaten all around the table. Twilight was hastily brushing her mane as she ate, her magic speeding a brush across every stray hair. Spike simply stroked the spikes on his head, determined that they were not broken, and decided that was enough grooming for now. Umbra checked his reflection in the smooth surface of the plate he had been using: everything appeared fine to him, but it might be best to at least try to improve it before meeting the Princess, he thought.

He had no time to, however, as there came a knock on the door at that moment. Two earth ponies coated in white and gold armor stepped side-by-side through the door to stand on either side of it. Next came Princess Celestia herself. She was an impressive sight indeed, standing nearly twice the height of a normal pony. Her mane shimmered in shades of green and blue that resembled an aurora (odd, Umbra noted, since Celestia is the ruler of the day, and auroras are typically related to night) and seemed to flow in a breeze that didn't exist. Her necklace and crown, solid gold, were both set with a single amethyst gem. Her white coat shone in the morning sun, barely reaching through the library's small windows.

"Princess Celestia!" Twilight shouted eagerly as she rushed across the room to greet her mentor. She paused for a quick bow to the Princess before continuing. "I got the letter from Spike just minutes ago. What great power are you talking about that's growing near Ponyville?"

The great alicorn smiled as she looked about the room. "Hello, Twilight Sparkle. It is good to see my most faithful student again. And hello to you as well, Spike, and..." Celestia's eyes fell to Umbra. "Oh, and who is this? A new face in Ponyville? Ah, yes, he is the one you mentioned in your letter yesterday, the stallion who was found in the Everfree Forest."

Umbra approached the Princess, feeling more than a little uneasy. Something was familiar about Celestia, as if Umbra had seen her before, and the result, whatever is was, did not feel like a happy memory. He tried to remain calm as he bowed before the Princess. "Hello, Princess Celestia. I am Umbra. Your student has been a great help to me since we met, and I am hopefully well on the way to full recovery."

Twilight spoke up again. "Um, Princess? You told us you had some worrisome news to discuss?"

"Patience, my dear Twilight. Notice that the others aren't yet here. We'll have to get all six of you together before I say anything. If feel you may all be needed, should anything go wrong."

Twilight did not have to be told twice. Already she was halfway out the door, ready to go out and bring everypony herself. "Oh, of course. I'll find them all right away, Princess. Please just give me a few..."

"There is no need for that, Twilight." The unicorn froze mid-step as she listened. "I think Pinkie Pie spotted me in the sky earlier. That means it won't be long before everypony gathers around the library, our friends included. Be patient, my student, and they will come."

Sure enough, a great many ponies, led by Pinkie Pie, made its way across Ponyville to the library just twenty minutes after Celestia's arrival. They crowded around the windows, pleaded with the guards to let them in. Whispers spread around the group, all wondering why Princess Celestia had decided to come to Ponyville today, with her guards over her. Something strange indeed must be happening for the Princess, who was strong enough to move the sun itself, to want to be cautious.

A rectangular table had been set up in the large main room of the library. Rainbow Dash, Pinkie Pie, Applejack, Rarity, Fluttershy, Twilight Sparkle, Umbra, and Princess Celestia each took a place around the table.

"Welcome, my friends." Celestia began. "I have important news for all of you. You have all been gathered here because I have felt a great magical energy coming from a location several miles outside of Ponyville. Since I have been unable to identify it, we must assume it is not something that will help anypony here. As ruler and protector of Equestria, I must go to investigate. However, since I no longer hold the Elements of Harmony, I've brought you all here to ask for your help in this."

Pinkie Pie beamed. "Ooh, is this gonna be like when we found Nightmare Moon, and we'll suddenly have this super magic that blows everything away? That would be so much fun to do again!"

"I'm sorry, Pinkie Pie, but I fear it won't be fun for any of you. Whatever this energy is, it feels...well, here. Let me show you." Celestia stood up, setting her horn aglow. "This is an ability that all races, not only the unicorns, can use. Now, I want you to close your eyes, all of you. Try to feel the energy moving around you. I'm going to move somewhere in this room, and I want you all to try to find me without looking at me. Focus on my horn, on the energy it puts out." The Princess leapt up, guiding her ascent with a single beat of her great wings. She landed at the top of the staircase with not a sound. Slowly, one by one, everypony pointed a hoof in Celestia's general direction.

Celestia nodded her approval and ended her light spell. "Perfect. You can all open your eyes now. Everypony found me. Now, try to look around and find other magic in the area. It won't be as strong or easy to find, but it will be there. Tell me what you feel once you find it."

A silence filled the room as the seven friends closed their eyes and focused once more on locating nearby magic. Thirty seconds passed, then sixty. When it seemed to Celestia that this was taking longer than it should have, Fluttershy shuddered, gaining the attention of the others. "What was that, Princess?" she asked in a trembling voice.

_Of course,_ Celestia thought to herself_. Living with her animal friends in that cottage, a fair distance from the town, has made Fluttershy more in tune with her surroundings than anypony else._ "You tell me, Fluttershy. What did it feel like?"

"It felt...dark. It was like a big shadow, creeping closer and getting bigger every moment. Was that the magic you were talking about?"

"I'm afraid it is, Fluttershy. You can understand why I don't want it to reach Ponyville, or anywhere else, for that matter."

Twilight Sparkle spoke up. "I feel it, too, Princess. It's enormous! What could ever be that strong?"

The other five soon felt the same energy. Applejack's eyes widened with fear, while Rarity appeared about to faint. Pinkie Pie jumped out of her seat with a yelp, and Rainbow Dash, who had always prided herself on her fearlessness, found it failing her at that moment. "You mean we have to go stop that? But it's...I don't even know what that was."

Still as stone in his place at the table, Umbra was at a loss for words. There was something odd about this energy. It took several seconds to realize the feeling; when he did, he was shocked. This magic was somehow familiar to him! It must be a part of his past, he realized, but then what did that mean? If this great, dark energy was related to him, just who was he?

Celestia broke the momentary silence. "Alright, now that we all know what the objective is, it's time to start moving. I hope we can all get to the source of this energy in a matter of hours, before nightfall. Is everypony ready to go?" She looked around the room. None of the seven protested. "Excellent. Let's begin."

Meanwhile, the crowd outside the door struggled to hear what was going on within the library. The guards refused entry, as expected, and would not say a word to any who asked. This caused a few of the more physically gifted (or perhaps just desperate) to try climbing up the side of the great tree and viewing the meeting from a higher perch. Somepony mentioned a strange energy felt somewhere outside Ponyville, drawing confused looks from all who heard. They had just begun to approach the speaker and question her about it when the door was opened. Princess Celestia stepped out behind two of her guards, followed by the other seven ponies in attendance. As they exited the library, the guards at the door closed it and promptly moved in place at the rear of the group.

Celestia looked around at the anxious faces of her subjects, aware that they knew something was wrong. "I'm sorry, everypony, but I can't tell you all exactly what it is we were talking about inside. The truth is I simply don't know. The eight of us are leaving to investigate, and we expect to return by sunset." The crowd's looks still did not change. "Please, don't worry. None of you are in any danger," she attempted to reassure them, again with no results. "I would never allow anything to harm you."

At the boundary of the Everfree Forest, a thick mist had gathered over the path, obscuring the vision of the travelers. This lasted only a moment, though, as Celestia raised her horn and set out a great ring of light, a magical wave that pushed the fog away and cleared the road of any possible threat. Twilight Sparkle noticed the Princess's caution: she was an alicorn, an immortal, with strength rivaled by few creatures in all the known world. What could possibly have her on edge? What could the energy she sensed be if she was worried about it?

Apparently reading Twilight's mind, Celestia leaned toward her. "I'm fine, Twilight," she said in a somewhat lowered voice. "I have no reason to worry; as long as we are all together here, nothing could stop us."

"I know, Princess," Twilight replied with a sigh, "but I'm still concerned with what will happen when we reach whatever's putting out this magic. I'm worried about Umbra." She glanced over her shoulder to ensure the grey unicorn could not hear; he was many meters behind, speaking easily with Fluttershy. "He came to us with no memory of who he was, carrying a picture of my library with him. Spitfire told him he was wanted on some important assignment in Ponyville, and soon after, this strong, unidentifiable magic appears. I can't figure out how they might be connected, but something tells me that they are."

"We can't come to any conclusions yet, my student. Umbra doesn't look like the type that would ever want to hurt anypony, and he hasn't harmed any during his stay in Ponyville."

"Well..." Twilight began, but dismissed the thought immediately, remembering that Umbra had no clue what he had done at the time, and that neither Lyra nor Bon-Bon was actually injured in the incident.

Rainbow Dash flew overhead at that moment, circling the group once before touching down in front of Celestia. "Hey, I think I found something!" she said between breaths, her chest heaving from what must have been an exhausting flight. "A couple miles ahead, I think. Somepony walked into a hole in the ground next to a big boulder, and when he passed through, the boulder slid over the hole like a door! Maybe that's where this magic's coming from!"

Celestia congratulated the cyan pegasus for her effort. "Excellent news, Rainbow Dash. A 'door' like that does imply somepony doesn't want to be seen. Thank you for this."

"Any time, Princess. No sweat." The lie was as obvious as the perspiration dotting the mare's forehead, each bead reflecting a little glimmer of sunlight.

"If you measured the distance correctly, we should be able to get there within an hour or so. If you can lead the way, we will..."

"Now!"

The unknown stallion's loud cry was paired with three figures falling from the trees, two large ponies landing atop Celestia, the third pinning Rainbow Dash. Before the others had time to react, bolts of magic sped through the air above, weaving together to form an enormous net. The net descended, and the magic strands' deathly cold seemed to sap everypony's strength away. The last sound Umbra heard before losing consciousness was the laughter of the same stallion who had begun the attack. "So you were bringing them here, huh? Sorry you had to get caught along with these foals, but it can't be helped. Nightshade will want to hear exactly why you're so late."

_Nightshade? Who's Nightshade?_ Umbra opened his mouth as if to ask the question.

Then all was silent.


	7. Chapter 6

Chapter 6

Nightshade paced the room anxiously, glancing down the hall every few seconds. She awaited a report, a soldier rushing in to tell her that Umbra had been found, or that the enemy had been captured, or anything that might better her position as her unicorns prepared the gate. She ran a hoof through her mane and looked down the hall; finally, somepony was coming! The white pegasus leapt up to her chair to wait for the stallion to reach her. He was traveling rather slowly, Nightshade noted. What could have happened to him? The question was answered as he walked directly beneath one of the torches lining the hall and came more fully into view; he was carrying Umbra! The gray unicorn was hung over this stallion's shoulders, his energy completely drained.

"What is the meaning of this?" Nightshade shouted at the soldier, gliding down to him from her chair. "Umbra was not to be harmed, only found and returned! He's needed to open the gate!"

"My lady, I don't know how...Umbra wasn't alone on the path. He brought seven others, including Princess Celestia herself!"

"Celestia?" The pale mare took a step back. "How did he..."

"We believed he had been leading them into the base, to bring Celestia directly to you. However, when we struck the group, she vanished in a great ball of light. We were able to capture the other six, though. They now lie in the barracks."

_Six ponies, traveling with Celestia._ "He brought the Elements of Harmony with him! Take him to the barracks immediately." Nightshade moved to the door. "And make sure all of them are secure. We'll wake him once the enchantment wears off."

"Yes, my lady."

* * *

><p>The room was scarcely lit, most of the torches having long since lost their flame. Beds lined either side of the long room, each with a small blanket and a single pillow. Currently, six of these beds were occupied by unconscious mares, those captured by the unicorns' attack. A clever attack indeed, notes the medic sitting beside Rarity. She noticed all six had been drained of all energy, leaving them completely exhausted and helpless. It must have taken much practice to develop such an ingenious spell, one that could bring its victim so close to death without causing any visible damage. They would recover in time - the purple unicorn lying adjacent to Rarity seemed ready to awaken after just two hours - but by then it would be too late. The gate would be prepared at any minute, and the whole of the Nocturne's army would fall upon Canterlot and bring the royal city down.<p>

A shout ran down the hall and echoed in the room, nearly waking the mares. Within moments a short, blue stallion appeared at the door, struggling to breathe. "Dr. Melior!" he gasped. "Lady Nightshade will be here in minutes. She wants to question those patients of yours."

"Already?" Melior asked, feigning surprise. It came as no surprise that her latest employer was more impatient than ever when it came to these mares. With the attack nearly underway, Nightshade would want any information they could provide that might point out a weakness in the castle, or in the now-absent Celestia. "They won't wake for at least a few hours. You'll have to tell your Lady to wait."

"T-tell her t-t-to...wait?" the stallion stammered. "B-but she'll..."

"Don't worry." Melior waved a hoof across to stop him. "She thinks she can get anything she wants whenever she wants. It comes with the power she has. But even she can't make my patients recover any faster, no matter how many threats she makes or how many soldiers she has under her. That power lies solely with me." To prove this, Melior's horn pulsed a bright teal aura, which soon enveloped the sleeping Rarity. The white unicorn lifted her head for a second, mumbling something about fabric, and fell back to the bed. "See? They simply can't stay up yet. You go and tell miss Nightshade she can wait to speak with my patients, or she can leave."

The stallion was stunned for a moment. He was about to form a reply when the white pegasus mare locked eyes with him. "L-Lady Nightshade, I was just..."

"There, put him in that bed." she directed the struggling soldier behind her.

He heaved Umbra onto the bed and adjusted the blanket over him, then took a few steps back. He arched his back, was met with a sound that could be heard all around him, and fell on his haunches with a look of great relief on his face. "Felt like a sack of rocks." he sighed.

"I could get you a sack of rocks, and much more," the pegasus promised, "or you can return to your post and I can pretend you didn't say anything you'd have regretted."

Not sure if this reply was genuine or sarcastic, the soldier trotted down the hall toward his assigned location. Nightshade turned next to the blue stallion, who was now simply standing still, waiting for an order. "Yes, you may leave. Go on." As he exited the barracks, she finally addressed Melior, who had been examining Umbra on the bed. "Well?" she asked.

"Well, to start, he appears to be in the middle of an exciting dream." Melior began, "Based on the eye movements beneath the eyelids, he's looking all around him for whatever reason. Wonder what he's dreaming of..."

"That isn't important!" Nightshade snapped. "I need him to be awake before we strike; he's to lead the main force through Canterlot castle!"

"Oh, it's very important, I assure you." Melior responded, her tone irritating the pegasus further. "If we try to wake him in the middle of a vivid dream, one in which he's casting a strong spell, for example..."

Nightshade was able to understand the rest, to imagine what would happen if Umbra was performing a great spell just before waking up in this room. Who knows what would happen? "Fine," she muttered, "just make sure he's awake when the gate opens."

"Of course I will. That is what you pay me to do, right?"

"Pay you too much, it seems." The winged mare stormed out the door, slamming the door behind her.

"Finally." Melior sighed. She faced the six mares in the room with her. "Alright, time to get up." She closed her eyes, and her horn glowed fiercely, covering all six for several seconds. When she thought she had exerted herself enough, she released the spell and fell back into her chair to catch her breath. They were already beginning to wake.

* * *

><p>Umbra stood up, checking his surroundings. The last thing he remembered was a net being thrown over him, and his strength draining away. Somepony had captured him and brought him somewhere, he reasoned, but where? This place didn't resemble anything Umbra had ever seen. In every direction, shades of black and gray swirled around in the wind. The ground felt like polished stone, perfectly smooth. There seemed to be no ceiling to the place, but he could not see the sky anywhere, either. It wasn't even noon; how could it possibly have gotten so dark?<p>

Umbra heard the echoing steps of somepony approaching, and soon saw the silhouette of whoever was coming near. He waited for the figure to come into view, standing for the few seconds it took before he met face-to-face with...Umbra. He was looking at himself, as if through a mirror!

"My, my, it's about time we met." The strange copy of Umbra said with a laugh. "I can't tell you how boring the last few days have been, stuck here while you wandered around and wasted my time." This can't be happening, Umbra thought. It's...me. How is this possible? Where am I?

"Don't get it yet, do you?" the copy asked. "Let me explain. This is your mind. We stand within the shifting shadows of your memories, of _my_ memories. When you were injured in the Everfree forest, the blow to your head caused a case of what appeared to be simple amnesia. But that's not exactly what happened; you see, I was thrown into the back of your mind, and you wandered about Ponyville making friends." He spat the word _friends_ like it was something distasteful. "Your order, _our_ order, was to see if the town could be directed against Princess Celestia, in favor of bringing Princess Luna to the throne. We had heard of Celestia's banishment of her sister, of Luna's centuries of imprisonment within the moon, and decided to act. Nightshade, our leader, came to us, agreed with us, and explained her own goal: to end Celestia's reign, and allow the Night Mare rule over all Equestria! For our efforts, we would become royalty, wealthy beyond imagination!"

Now Umbra was worried. _This is insane! Why would I ever want something so extreme? Celestia had seemed so kind, so caring for her subjects. What reason do I have to bring her down?_

"There is one small problem, though." the copy continued. "I, General Umbra, was to lead the main force into Canterlot, while the auxiliary unit distracted the royal guard at the main palace gates. I am the one meant to bring my mistress and my allies the power they seek, and give Luna the rule she deserves. You, foal, are to be taken out. There is room only for one here!" With that, the copy's horn began to glow; it gave out no light, but seemed to drain the light around it, like it radiated darkness. A bolt of black lightning shot into Umbra, blasting him backward. As Umbra struggled to get back up, the copy approached him again, its laughter louder than before. "This is too easy! You have no idea who I am, who you once were. I am the most powerful unicorn you'll ever see! The last you will ever see!"

Umbra focused his own magic, remembering how he had teleported at Pinkie Pie's party. He saw himself standing behind this copy, away from his next attack.

The dark copy launched his next spell, one of his favorites. From his horn grew a ball of black lightning, shooting smaller bolts out at random angles. He watched it fly forward, waiting eagerly for the moment of impact.

It never came. The ball sailed onward and was lost in swirling shades of gray. It took the unicorn a second to realize what had happened, but by then it was too late. Umbra barreled into him from behind, sending both rolling across the floor.

Guessing that if the two were indeed the same, they must share the same spells as well, Umbra cast his own bolt spell, a beam of white light that blinded the copy and left him disoriented for a moment. Hooves flew, magic flared left and right, and soon both opponents were lying on the floor, exhausted.

The copy laughed again. "You catch on quickly. Not quite as weak as I'd thought. But that doesn't change anything." The unicorn stood up, shadows flowing in a circle around him. "I know every spell you can cast, your every limitation. Nothing you do can ever surprise me, can ever hope to defeat me." A great ball of darkness hovered overhead, growing to immense size. "It is time to end this pointless battle!" the dark Umbra screamed. "There can be only one! Begone!"

* * *

><p>"So, what do you all plan to do now?" Melior calmly asked. Her six patients had woken up mere moments after Nightshade left, and now sat in a semicircle around the doctor, the strange mare who had just saved them from a harsh interrogation for no obvious reason.<p>

"We _plan_ to ask you some questions now, like where are we?" replied Rainbow Dash as she moved even closer to Melior. She attempted to stare the doctor down, but if Melior was intimidated at all, she didn't show any sign of it.

"That's easy. We're in the underground complex that my employers have been living in for the past few years. Specifically, this is the barracks, since this place doesn't really have a designated wing for treating the ill."

"And just who are your employers, and why'd they do this to us?"

Applejack approached the pair, gently pushing the irate Rainbow Dash away. "Easy there, sugarcube, don't start hollerin' like that unless you want whoever did this to come right back an' do it again." She turned to Melior. "Alright, doctor, would ya mind explainin' exactly why we're here? Does this place have somethin' to do with the..." Applejack looked over to Twilight Sparkle, who was helping Rarity clean her mane of loose pebbles and dirt. "Twi, tell me ya can feel that; that magic we were looking fer."

Twilight stood still for a moment, her eyes closed. "Yes, I feel it, too. We must be close to its source. What do you know about it, doctor?"

"Magic? Ah, you mean the gate. Yes, well, there's a magical door being constructed that will link this place to Canterlot Castle. My employers wanted to be able to reach Celestia that way, but now that she has vanished, they'll most likely just take a defensive position around the castle and wait for her return."

"Defensive position? You make it sound like some type of battle."

"That's precisely what it is. They plan to have Luna take the throne and be rid of her sister, banish her as she banished Luna years ago. But I'm not too concerned with it. In fact, I was planning on moving soon anyway. No need to be involved in such a dramatic event, right? Maybe Fillydelphia could use a doctor, or Manehattan..."

None paid any attention as Melior quietly exited the room, shocked as they were by the news she had just given. To further surprise them all, even Pinkie Pie was silent and still, a rare sight indeed for the ever-cheerful baker. Her mane appeared to have lost its usual bounce, looking a bit deflated. She walked across the room to Umbra, the only one of the seven to have not woken up from Melior's rejuvenating spell. Fluttershy, standing beside him at the bed, exchanged a worried look with Pinkie. "What happened to him?" she asked, her voice barely audible.

"I don't know. We all woke up at the same time, but he hasn't for some reason. Poor thing looks like he's having a nightmare."

Twilight approached them. "Look, Fluttershy, I know you're worried about him, but we have something much more important to do first. We need to find this gate the doctor told us about, and stop it from opening before Canterlot...no, before all of Equestria is put in danger! We can come back for him once we..."

"No, Twilight. I won't leave him behind, even for a minute. He's our friend, and I refuse to abandon a friend in a place like this, especially when he can't defend himself. He's coming with us."

Twilight sighed. "You're right, Fluttershy. I would never abandon any of you. You're all my friends, my first priority." she looked to Umbra, noticing the pained expression on his face. "Whatever happens, we'll face it together."

"Thank you, Twilight. Now, how can we bring him with us?"

"Ah've got the answer ta that!" Applejack announced. She lifted the stallion from the bed and onto her back. "There you go, problem's solved. Let's get movin'!"

"Are you sure you can handle the weight, Applejack?" Twilight asked. "I don't know how far we'll have to travel."

"Please. You seen how many apples ah've been bringin' home every day? Ah could carry him in mah sleep!" None doubted the claim; Applejack had been seen pulling carts of apples that were easily three times Umbra's weight.

"Alright, now we have to somehow find this gate and close it before it's finished. Applejack, you'll go in front to set the pace; I'll follow close behind. The rest of you, stay close. If you see or hear anything, let us know. Ready?" Five heads nodded in agreement. Applejack led the way, sleeping Umbra in tow, out the door and into the stone hallway.

* * *

><p>Umbra watched in terror as the ball of darkness began to descend. It's hopeless to try avoiding it, he thought, it's all over. He crouched low, closing his eyes as he waited for the darkness to envelop him. Just when he was sure it was finished, he dared to open his eyes.<p>

Nothing. There was no meteor above him, no mirror image laughing at him, only pitch-black darkness, and silence all around. "Is this...am I...dead?" he asked. No answer came. All was quiet.

Then, a voice came. It was faded, as if heard from a distance, but it didn't sound like it came from any specific direction. "What happened to him?" it said. _Who was that?_ The voice was somewhat familiar, but Umbra couldn't quite match a name or face to it.

Another voice echoed, "Poor thing looks like he's having a nightmare." This voice was definitely Fluttershy. She had said, "he." Was she talking about Umbra? Was all this some kind of terrible dream? No, he corrected himself. This was too real to be any dream; he was trapped, and his friends sounded worried about him.

Fluttershy spoke again. "I won't leave him behind..."

"Whatever happens, we'll face it together." Twilight was there as well.

It wasn't a dream. They had been captured along with him, when Celestia had brought them all looking for some sort of magical energy. Now they had a second concern, Umbra's health, as he battled that strange copy of himself. Even with the danger of whatever possessed that huge amount of magic, they were still willing to take him along. He couldn't possibly help them against anything - in fact, he would only be a hindrance while asleep - but they were going out of their way to help him even while they went to face this unknown danger. Umbra would simply have to find a way to help them in return. He would end this nightmare.

* * *

><p>General Umbra breathed heavily, exhausted by the use of his strongest spell. He watched the fallen meteor, certain that nothing beneath it could ever survive. In mere moments, he would once again be in control of his mind, rid of this weakling that had taken his body for the past few days. He would join Nightshade and her unicorns, and open the magical gateway that would allow the whole force of the Nocturne entry to Canterlot castle. Soon Celestia herself would be forced to meet their demands - a simple choice of banishment or war - and Luna, the Night Mare, would be given the throne she deserves. Just a few seconds...<p>

The ball of darkness sank into the floor, dissipating into nothing. In its place was Umbra, stepping slowly toward the General. "Hello again. Sorry to keep you waiting, but after thinking about what you said earlier, I agree with you. There can only be one, and I intend to be the one who leaves here intact."

The dark general was awestruck, not only at the statement, but the fact that this weakling Umbra was even alive! "That...thats's impossible! You can't be here! You should have been reduced to nothing! How can you..."

"That's simple." Umbra calmly replied. "You said yourself that this place is a part of my mind. If that's true, I should be able to do whatever I choose here; I choose to defeat you, whatever you are, and return to my friends in the real world."

"Defeat me? You are nothing more than a weakling, spawned when I suffered an injury to the head that caused amnesia. I am Umbra, general in Nightshade's force, the most powerful unicorn in generations! My magical strength is unrivaled, honed by years of training that you could never hope to match! How can you think, how can it ever cross your mind for even a second, that you have the slightest chance of defeating me?"

Umbra halted his advance. "Alone, I would have no chance at all," he admitted. "You're right; I have no experience to fall back on. You would easily overwhelm me. But I'm not alone." The gray unicorn resumed his path toward his copy, advancing steadily. "I have made many friends in the short time since waking up in the forest. They have helped me in any way they were able, even when I could do nothing for them in return. At this moment, my friends are trying to wake me from what they think is a nightmare. They are what allowed me to survive your attack: my friends, my allies, the reason I will defeat you and end this battle here and now." Umbra stopped a few paces away from the general. He lowered his head, and his horn began to glow.

"Never!" the general howled. He launched a flurry of bolts at Umbra, followed by another ball of lightning. Given how close Umbra was standing, they closed the short distance to their target within a second...before hurtling back to their caster, sending him tumbling backward to land painfully on the floor. "What? How is this..."

"Teleportation, one of the two spells I learned this week in Ponyville." Umbra answered. "This is a bit more complicated: I took your spell and had it reappear in the same place, but changed its direction. You've had your turn. Now it's mine."

Umbra sent out his own attack, small balls of light that whirled around the general, launching minuscule tendrils of electricity into him from every angle. Each hit was hardly noticeable, but they added up, and they took some of the dark unicorn's attention. Next came wave after wave of bolt spells, more than the distracted general could block or counter. When Umbra stopped his assault, the general collapsed to the floor.

Cautiously approaching the fallen unicorn, Umbra focused on another spell, readying to defend himself at a moment's notice. Sure that he had won, he jumped when he saw the dark general rise up, now appearing in perfect condition, as if all their fighting had never occurred.

"I am defeated," the dark Umbra said. His voice had changed; it was no longer evil and enraged, but calm and peaceful. "You have bested me, even within my own mind, where I had thought myself invincible. There is nothing I can do but restore you. You will be given all my memories, all of your life up to this point." He now stood directly in front of Umbra, smiling. "Perhaps you might even see my reasoning behind my actions, though you obviously mean not to finish them. Farewell."

Umbra watched, mystified, as the mirror image of himself dissolved into a fine, gray mist. The mist swirled around Umbra, ending its path on either side of him, where it flowed into his flanks. When it was gone completely, there remained a white, four-pointed star. Set within it was a smaller, black star.

The world began to fade. Umbra felt himself pushed forward by a strong wind, hopefully moving him back to the real world. He closed his eyes, allowing the current to carry him.

* * *

><p>Applejack paused at an intersection in the stone passageways, the third one they had met with in the last minute. She lowered Umbra to the ground. "Hey, Ah think he's tryin' to wake up. Let's stop here."<p>

Umbra slowly opened his eyes, allowing them to adjust to the dim torchlight of the hall. He was met with six smiling faces, all standing around him.

"Good to have ya back, partner." Applejack greeted him. "Had us worried sick, ya did." The other five nodded in agreement.

_Five._

"Where is..."

"We don't know where Princess Celestia is." answered Twilight, knowing what Umbra's question would be. "I think she's more than strong enough to take care of herself, though." She paused, looking a bit nervous. "So...what happened to you? Why were you the only one who didn't wake up earlier?"

"I'll see if I can explain it when we're done here. First, we need to close that gate."

Twilight's eyes widened. "You know about the gate?"

"Better than that. I know exactly where it is. Follow me!" Umbra trotted down the left-side passage, followed closely by the six mares. The gray unicorn seemed to know exactly where he was going; he turned at each crossing without hesitation, barely glancing down the side passages as he drew nearer to the magical gate. At one such crossing, his path met with a large, black-armored stallion, who eyed the six mares behind Umbra suspiciously.

"What are you doing with the prisoners, General? I thought they were to sit in the barracks for interrogation. Just where are you taking them?"

His memories slowly coming back to him, Umbra recognized the captain of Nightshade's Black Guard. "Taking them directly to Lady Nightshade herself; the one watching them ran off and left them unguarded, so I decided to take the matter into my own hooves. Now, I'll go on ahead. Carry on, Captain."

"You sure you don't need some assistance, General?" asked the guard as he walked around Umbra. "I'd gladly take one out of your way." He gave a wink to Fluttershy, making her recoil in disgust and fear. "How about this one?"

It all happened so quickly, nopony saw it. Suddenly the captain was flat on his back, Umbra standing atop him. The unicorn's horn crackled with black lightning as he lowered it toward the helmeted guard. His voice sounded like it was being forced to appear calm and level. "Let me make myself very clear, Captain; you are going to walk away and pretend that didn't just happen, and I'm going to let you live. Does that sound like a fair agreement?"

"Umbra, stop!" The voice was so powerful, Umbra found himself stepping back against his will, away from the paralyzed guard. Celestia had appeared in the hall, illuminating it as the sparse torches never could.

"There is no need for this, Umbra. Calm yourself, and focus on why we came here in the first place; our only concern is the magic growing nearby." Celestia allowed the guard captain to rise; without a word he galloped down the hall he had come from, then disappeared down a side passage.

Twilight ran up to her mentor. "Princess! You're back! I was worried you wouldn't be able to get here."

"And why is that, my student?"

"The guards everywhere, the soldiers...they want to invade Canterlot, and force you off the throne!"

Celestia's expression turned grave. "Is that what this magic is being prepared for? To attack Canterlot?"

Umbra answered her. "Yes. It's a gateway; when it's finished, it will link this place to somewhere within Canterlot castle, far from the heavily guarded walls. The pegasus Nightshade and her army will sweep through the castle and search the place for you, Princess, and try to force you to relinquish your throne. The choice they have for you is banishment to the moon, as Princess Luna suffered before; the alternative is to begin a war against this force which, until today, has been perfectly hidden."

A silence fell over the hall as everypony considered this. Pinkie Pie broke the silence as she approach Umbra. "Wait a minute...you were asleep when the doctor told us about the gate, and she didn't even tell us everything you just said. How do you know about all that?"

Celestia gently placed a hoof on the pink pony's shoulder. "That isn't the greatest of our worries, Pinkie Pie. A war to take my throne...would be the worst experience of your lives. War destroys homes, forests, and anything else in its path. Hundreds, thousands of innocent creatures would be hurt. The world as you know it would be gone, replaced by a barren wasteland." The alicorn rose to her full height. "Gather around, everypony. We need a plan before we approach that gate. With as much power as there is down that hall, we can't afford any mistakes. Umbra, you've been here before, and you seem to be regaining your memory of this place. What would you suggest?"

"Give me a minute, please."

"I'm afraid we might not have much more than that."

"Alright, I have one idea that might work. How good are you at creating illusions?"


	8. Chapter 7

Chapter 7

Nightshade watched the magical gateway at the center of the chamber, growing more impatient with each passing moment. It seemed the unicorns were having trouble finishing the gate without General Umbra's added energy, but they were slowly making progress, and it might be another few hours before the gate was fully functional.

The pegasus glared at the portal; its texture resembling the surface of a pool, it rippled as if something stirred on the other side of the translucent liquid. She decided to test the gate, to see how well it would carry a soldier to Canterlot. Tossing a small rock at the watery wall, she watched as the stone passed through the liquid and landed on the floor beyond the gate.

A clump of damp sand fell to the floor. The rock had been crushed in passing the gate.

_Better wait a while longer,_ she concluded.

Minutes passed with no noticeable changes, save the increased exhaustion in the struggling unicorns. The pegasi and earth ponies would be called to this chamber within one hour of the gate's construction, and then the attack would finally commence. On this evening would be the last sunset in Equestria. Luna, the Night Mare, would soon have the throne she deserved.

But the wait! The agonizing wait! After all this planning, years of building and training an army for this attack, the last night was upon them. Now that it was so very close, Nightshade just wanted it to be over, to march into Canterlot and force Celestia out. _But why?_ she thought. A surprising thought indeed; it had been so long, she had actually forgotten what had inspired her to do this in the first place. What if it was pointless? Could this force really be enough to bring Celestia down? What would happen if the attack failed?

The pegasus was so absorbed in these thoughts that when the double doors of the chamber burst open, the proud commander was truly caught off-guard. She jumped back a step, then, praying she wasn't seen doing this, stepped forward and faced the intruder. She nearly leapt back again when she saw Princess Celestia enter the room; many of those near the door were already backing away from the great alicorn. Nightshade slowly walked toward her, nodding her head slightly to one side. A shadow moved along the outer wall of the room, stopping on one side of the door, followed by another on the opposite side. "You've made my work much easier, Celestia," the pale mare began. "coming directly to me instead of waiting for my army to hunt you down. Now, I'm here to give you a choice: you can..."

"I am well aware of your choice," Celestia interrupted. "and I refuse both options. You will not force me from my throne, and there will be no war over it. This ends here."

"I couldn't agree more. Now!" Nightshade shouted. Two black guards rushed toward the Princess, one leaping up to tackle her, the other dropping low to sweep her legs from under her. It was a practiced maneuver, and it was executed to perfection. The guards hit Celestia simultaneously.

They flew through her as she disappeared in a flash of light. The confused guards fell on each other, tumbling to the floor. Nightshade was paralyzed as she continued her watch on the door, and saw Umbra step over the fallen guards to approach her.

"General! What are you doing? What's the meaning of this?"

Umbra stepped aside; Princess Celestia flew through the door, landing just in front of the guards that had tried to strike her earlier. They looked up at the alicorn with expressions of pure bewilderment, still not quite understanding what had happened. Nightshade, her last defense line now gone, retreated from the advancing Princess. "This isn't possible! I had you! Where did you..."

"Haven't figured it out yet, Nightshade?" Umbra asked. "An illusion, and one of my best ever, if I remember correctly. Yes, it must have been, to have succeeded against your personal bodyguards."

"Umbra, what are you doing? This is the enemy! Why are you helping her? Strike her down while her back is turned!"

"Sorry, 'my Lady,' but my mind has changed recently. I've now decided that this is not the right path to my goal, and that you must be stopped before innocent lives are lost."

"When did you ever care about innocent lives? You're concerned only with yourself, with expanding your own power by any means you can. What greater proof of your power exists than defeating Celestia? This is your chance!"

Umbra paused for a moment as he considered the commander's words. Is that truly how he had been before, only caring for himself and his precious power? Had he not lost his memory in the Everfree forest, had he gone as planned and seen the assault to its completion, how many lives would have been destroyed by his actions?

"I have decided..." Umbra said at length, "to give you one last chance to end this battle before it begins. You don't have to do this, you know. Even Luna herself disagrees with your actions here; in fact, she is ashamed that somepony would attempt something so extreme in her name. Your cause is lost, Nightshade, and so are you."

The pale pegasus looked all around her; the only available exit was blocked by Celestia. There was no escape. Unless...

Nightshade turned and sprinted for the magical gateway. Pushing aside the unicorns in her way, she leapt up toward the watery wall. Just when she was sure she had succeeded, however, she felt a strong pull backward, a levitation spell. The pendant around her neck snapped from the speed at which her momentum shifted; it sailed into the portal and was shattered, raining shards of crystal upon the stone floor.

As Celestia and Umbra held the pegasus in the grip of their magic, she could only stare at the remains of her necklace. If she had actually jumped through...

Celestia looked at the stunned mare in front of her. "Nightshade, or whatever your real name might be...your actions here are almost unbelievable. There has not been a major war in Equestria for hundreds of years, and even then it was not for such a cause. How can you so desire to end my rule, that you would wage war over it? What would you gain from such a thing?"

"What...would I gain? I...I thought..." the pegasus's voice faded as she drifted away from consciousness, collapsing to the floor.

The unicorns had since ended their spell, leaving the gateway to melt away. They crowded around their fallen leader, taking care not to get too close to Celestia. "What will happen to her now?" one unicorn asked, "And to us?"

Celestia turned to face the speaker. "Nightshade and her generals will be taken to Canterlot, where the extent of their crimes will be discussed. For the common soldiers, I have not yet decided if anything is to to be done. For now, leave this place. I think we've all been through enough today," she sighed.

* * *

><p>Umbra looked down across the landscape, admiring the viewpoint from the castle balcony. All the world below him seemed to fall quiet: ponies still walked down every city street, but they were far fewer than during the day; the birds had also retired for the night, leaving bats and frogs to fill the air with their own cries; even the wind had quieted down, almost stopping entirely. A gentle breeze ran across the castle wall, washing over Umbra as he observed the world.<p>

The moon rose slowly above the horizon, beginning its ascent into the night sky. It was a full moon tonight, and it bathed the land in a soft light as it continued its path upward. A few clouds could be seen in the west, but they did nothing to obscure the moon, nor did they diminish the light it provided.

"Beautiful," Umbra thought aloud as he surveyed the land again, taking in all the sights and sounds around him.

"Yes, We had thought so, as well."

Umbra nearly jumped when he heard this. Turning his head to face the source of the voice, he found himself looking straight into the eyes of Princess Luna. The ruler of the night had approached him without a sound, most likely gliding down on her great wings; their feathers, the same dark cobalt color as her coat, were perfectly groomed and streamlined. Luna had the same tall, slender shape as her sister, and wore similar jewelry as well: a set of boots that resembled glass, a simple black tiara, and a black necklace depicting a crescent moon. Her mane, the same shade of blue as her coat, looked like a piece of the night sky, including its own stars.

"Did We frighten you?" asked Luna, "If so, you have Our sincerest apologies."

"Thank you, Princess."

"Now, what are you doing here, at such a late hour? Most other ponies are already gone when We arrive."

"Merely enjoying the view, Princess."

The two stood in silence, watching the moon as it rose ever higher into the sky, listening to the sounds of all the night's creatures as they emerged from their homes. "It's a shame more ponies don't appreciate your night, Princess."

"You truly believe so?"

"Of course." Umbra replied without hesitation. "As much as we need the light of the sun to survive, it pains me to think we can never look directly at it without the risk of being blinded by its harsh light. The moon, however...even when it's at its fullest, it is never so large and so bright as to blind those who wish to watch it. It is never too bright to admire."

Luna smiled at this. "Thank you, young Umbra. We wish their were more like you in the world, who see the beauty the night has to offer."

"There might be more yet. You need only to be patient." Umbra laughed aloud after this. "Look at me, telling an immortal to be patient."

The cries of bats could be heard as the creatures descended from their perches and into the cool night air, beginning their usual hunt. The moon rose to its highest point in the sky, illuminating everything around in a soft, white light, before it disappeared in the darkening clouds of the growing storm.


	9. Chapter 8  Conclusion

**Author's note: Hello, everypony. I know it's been a while without posting anything, but don't worry. Once school is back in session, I should have all the inspiration I need to continue writing. My speed should increase substantially, as well as the quality, since I now have an idea of what I'm doing. My thanks go out to everypony who helped me along the way as I wrote this fic, the one which pretty much taught me how to write. Given that, I still feel it's the greatest piece of art (for those who call writing art) I've ever created, and I simply can't thank you all enough for helping me develop this skill and contribute to this amazing fandom of ours. Brony on.**

**Yes, the story said "complete." I know. I thought I was done before, but I looked back at it and just felt like something was missing. Here it is. Enjoy!**

Chapter 8: Umbra's Report

Two hours had passed since Princess Luna and Umbra ended their conversation at the castle. The alicorn had offered to take him home (It was a long journey indeed from Canterlot to Ponyville, especially when traveling on foot) but Umbra insisted that he wished to travel across the town at least, and Luna complied without argument. Umbra was alone on the road as he made his way toward his room at the inn, since everypony else had long since fallen asleep. He walked easily down the silent street, coming to rest at the inn's front door. Lyra opened the door just as he reached it - it seemed she had been unable to sleep as well - and wished him a good night as he ascended the stairs toward his room.

The room had been left untouched for the last two days, though Lyra had kept any dust from gathering on everything. Umbra pulled a scroll from his saddlebag, followed by a quill and ink. Walking around the bed to the small desk, he unrolled the scroll and began to write.

_Dear Princess Celestia,_

_Twilight Sparkle told me she sends reports to you almost weekly, explaining important lessons she and her friends have learned. I thought after everything that's happened in the last few days, I would write my own report. I apologize if I wake you with this message, but I feel it just cannot wait._

_A week ago, I was General Umbra, approaching Ponyville as I prepared for an attack against Canterlot. I was supposed to have a major role in forcing you from your throne, and I was willing to do anything to make it happen. The lives of other ponies meant nothing to me; I only cared about my own power, and increasing it in any way possible. I was a monster._

_Tonight, while we were being held in the complex, I met that monster. I saw the terrible creature I used to be, and it nearly destroyed me. Just when I was sure I was finished, though, I heard the others talking about me. They were concerned, worried, about somepony who would have killed them under different circumstances. They didn't know who I was before they met me; they only knew me after I lost my memory, only for a few short days, and they were putting their lives in danger to help me escape. Their strength and kindness allowed me to defeat General Umbra. Without them, I don't even want to think about what could have happened._

_Now, General Umbra is defeated, the Nocturne is scattered, and their threat to everypony is gone. Now, I am just Umbra. I have the rest of my life to enjoy, and many new friends to spend it with. I'll never be completely rid of that darker part of me - I can still feel him, and his hatred for me, somewhere - but with my friends surrounding me, I know I will never have to face him again._

_Your newest student,_

_Umbra_

He rolled the scroll up, held it for a moment while he focused his spell, and sent it away. It disappeared in a flash of white light. Unable to sleep, Umbra stood out and looked into the sky again. The moon was beginning to set, and a faint line shone at the horizon, just a bit brighter than the rest of the sky. It would soon be dawn, but Umbra hadn't slept a moment. _Couldn't ask for a better time to try Ponyville's coffee,_ he thought.

Umbra straightened up his bed, packed his belongings into his saddlebag, and walked to the door. He was interrupted by another flash of light; another scroll, this one marked with Celestia's own seal. Umbra quickly opened it at the desk and began reading it.

_To my new student, Umbra,_

_I see that you have been through much in a very short time. My sister, Luna, has been through a change similar to yours in a way (though I doubt she would be willing to share it with anypony) so I have already seen the devastation and confusion it can cause. If ever you feel overwhelmed by it, please do not hesitate to tell me; I would gladly help you in any way I am able. __I will look forward to your future reports, my young pupil. _

_Princess Celestia_


End file.
